Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Seritage Growth Properties | srg-ex991_7.htm |
| 8-K - 8-K - Seritage Growth Properties | srg-8k_20200806.htm |
Exhibit 99.2
SUPPLEMENTAL INFORMATION || PERIOD ENDED JUNE 30, 2020
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INTRODUCTION |
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Seritage Growth Properties (NYSE: SRG) (“Seritage” or the “Company”) is a fully-integrated, self-administered and self-managed REIT that is principally engaged in the acquisition, ownership, development, redevelopment, management, and leasing of diversified retail and mixed-use real estate throughout the United States.
As of June 30, 2020, the Company’s portfolio consisted of interests in 199 properties totaling approximately 31.6 million square feet of gross leasable area, including 171 wholly owned properties totaling approximately 27.1 million square feet of GLA across 44 states and Puerto Rico (the “Wholly Owned Properties”), and interests in 28 joint venture properties totaling approximately 4.5 million square feet of GLA across 14 states (the “JV Properties”).
The Company’s primary objective is to create value for its shareholders through the re-leasing and redevelopment of the majority of its Wholly Owned Properties and JV Properties. In doing so, the Company expects to meaningfully grow net operating income and diversify its tenant base while transforming its portfolio from one with a single-tenant orientation to one comprised predominately of first-class, multi-tenant shopping centers and larger-scale, mixed-use properties. In order to achieve its objective, the Company intends to execute the following strategies:
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Convert single-tenant buildings into multi-tenant properties at meaningfully higher rents; |
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Maximize the value of vast land holdings through retail and mixed-use densification; |
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Leverage existing and future joint venture relationships with leading landlords and financial partners; and |
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Maintain a flexible capital structure to support value creation activities. |
Background
On June 11, 2015, Sears Holdings Corporation (“Sears Holdings”) effected a rights offering to Sears Holdings stockholders to purchase common shares of Seritage in order to fund, in part, the $2.7 billion acquisition of (i) 234 of Sears Holdings’ owned properties and one of its ground leased properties (the “Acquired Properties”), and (ii) Sears Holdings’ 50% interests in three joint ventures that collectively owned 28 properties, ground leased one property and leased two properties (the “Acquired JV Properties”). Concurrent with the acquisition, the Company leased back to Sears Holdings space at 224 of the Acquired Properties under a master lease agreement (the “Original Master Lease”) and space at all 31 Acquired JV Properties under multiple master lease agreements (the “Original JV Master Leases”).
The rights offering ended on July 2, 2015, and the Company’s Class A common shares were listed on the New York Stock Exchange on July 6, 2015. On July 7, 2015, the Company completed the transactions with Sears Holdings and commenced operations. The Company did not have any operations prior to the completion of the rights offering and the transactions with Sears Holdings.
As of June 30, 2020, the Company leased space at five Wholly Owned Properties to Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Inc. (“ESL”) and the successor to Sears Holdings, under a master lease (the “Holdco Master Lease”), after giving effect to the pending termination of the Holdco Master Lease at 12 properties.
General Information
Unless the context indicates otherwise, references in this supplemental information package (the "Supplemental") to "Seritage Growth,” “Seritage,” the “Company,” or “SRG” refer to Seritage Growth Properties and its subsidiaries. Additionally, where reference is made to "GAAP", this refers to accounting principles generally accepted in the United States.
i
The COVID-19 pandemic continues to have a significant impact on the retail, retail real estate and real estate development industries in the United States, including the Company’s properties. As of August 4, 2020, approximately 93% of the Company’s in-place tenants (representing 92% of leased GLA and 86% of annual base rent) were open and/or operating in some capacity and the Company continues to work with tenants to collect rent, including evaluating select rent deferral requests.
As of August 4, 2020, the Company had collected 66% of rental income for the three months ended June 30, 2020, and agreed to defer an additional 21%, from tenants other than Sears. As of August 4, 2020, the Company had also collected 74% of July 2020 rental income, and agreed to defer an additional 7%, from tenants other than Sears. While the Company intends to enforce its contractual rights under its leases, there can be no assurance that additional rental modification agreements will be reached or that tenants will meet their future obligations.
The Company continues to advance its response to the COVID-19 pandemic with an emphasis on managing its cash resources and preserving the value of its assets and its platform, including by (i) negotiating rent deferral agreements with tenants, (ii) negotiating extended payment terms with vendors and contractors, (iii) amending its Term Loan Facility to provide for the potential deferral of interest expense, (iv) monetizing certain assets and (v) selectively allocating capital to restarting components of previously announced redevelopment projects.
As a result of the rapid development, fluidity and uncertainty surrounding this situation, the Company expects that these conditions will change, potentially significantly, in future periods and results for the three and six months ended June 30, 2020 may not be indicative of the impact of the COVID-19 pandemic on the Company’s business for the third quarter of 2020 or for future periods. As such, the Company cannot reasonably estimate the impact of COVID-19 on its financial condition, results of operations or cash flows over the foreseeable future.
ii
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TABLE OF CONTENTS |
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SUPPLEMENTAL INFORMATION
PERIOD ENDED JUNE 30, 2020
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1 |
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2 |
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4 |
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5 |
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6 |
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7 |
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12 |
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14 |
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22 |
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iii
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CONSOLIDATED FINANCIAL STATEMENTS |
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Benjamin Schall |
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President and Chief Executive Officer |
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Kenneth Lombard |
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EVP and Chief Operating Officer |
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Brian Dickman |
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EVP and Chief Financial Officer |
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Mary Rottler |
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EVP, Leasing and Operations |
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Matthew Fernand |
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EVP and General Counsel |
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James Bry |
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EVP, Development and Construction |
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ir@seritage.com |
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Investor Relations and Communications |
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Andrew Galvin |
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EVP, Investments |
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646.277.1268 |
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Summary Information
June 30, 2020
(in thousands, except per share and PSF amounts)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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Financial Results |
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2020 |
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2019 |
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2020 |
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2019 |
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Net loss attributable to Seritage common shareholders (page 3) |
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$ |
(1,153 |
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$ |
(18,128 |
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$ |
(23,042 |
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$ |
(26,320 |
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Total NOI (page 5) |
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7,285 |
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14,645 |
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23,132 |
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38,923 |
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FFO (page 7) |
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(27,387 |
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(6,167 |
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(44,944 |
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(11,345 |
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Company FFO (page 7) |
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(27,150 |
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(6,062 |
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(45,591 |
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(11,122 |
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Net loss per diluted share attributable to Seritage common shareholders (page 3) |
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$ |
(0.03 |
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$ |
(0.50 |
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$ |
(0.61 |
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$ |
(0.73 |
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FFO per diluted share (page 7) |
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(0.49 |
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(0.11 |
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(0.80 |
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(0.20 |
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Company FFO per diluted share (page 7) |
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(0.49 |
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(0.11 |
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(0.82 |
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(0.20 |
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Wtd. avg. diluted shares - EPS |
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38,634 |
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36,291 |
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37,933 |
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35,983 |
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Wtd. avg diluted shares - FFO/share |
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55,889 |
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55,806 |
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55,849 |
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55,798 |
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Stock trading price range |
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$6.67 to $21.24 |
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$40.07 to $46.49 |
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$6.49 to $40.50 |
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$32.98 to $46.49 |
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As of |
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As of |
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Financial Ratios (page 4) |
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June 30, 2020 |
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December 31, 2019 |
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Total debt to total market capitalization |
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69.3 |
% |
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41.0 |
% |
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Net debt to total real estate investments |
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53.1 |
% |
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52.2 |
% |
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As of |
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As of |
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Property Data (page 10) |
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June 30, 2020 |
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December 31, 2019 |
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Number of properties |
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199 |
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212 |
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Gross leasable area (total / at share) |
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31,648 / 29,385 |
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33,371 / 31,046 |
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Percentage leased (total / at share) |
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36.5% / 36.1% |
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42.6% / 42.9% |
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As of June 30, 2020 |
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% of Total |
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Tenant |
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Annual Rent |
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Annual Rent |
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Annual Rent PSF |
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In-place diversified leases |
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$ |
97,393 |
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55.9 |
% |
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$ |
14.94 |
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Signed not yet opened ("SNO") diversified leases |
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71,692 |
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41.2 |
% |
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21.33 |
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Sears/Kmart |
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5,138 |
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2.9 |
% |
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7.05 |
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Total |
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$ |
174,223 |
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100.0 |
% |
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$ |
16.43 |
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As of June 30, 2019 |
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% of Total |
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Tenant |
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Annual Rent |
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Annual Rent |
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Annual Rent PSF |
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In-place diversified leases |
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$ |
79,756 |
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42.9 |
% |
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$ |
13.41 |
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SNO diversified leases |
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85,740 |
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46.2 |
% |
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19.26 |
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Sears/Kmart |
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20,320 |
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10.9 |
% |
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3.01 |
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Total |
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$ |
185,816 |
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100.0 |
% |
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$ |
10.84 |
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- 1 -
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CONSOLIDATED FINANCIAL STATEMENTS |
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Condensed Consolidated Balance Sheets (unaudited)
June 30, 2020
(in thousands, except share and per share amounts)
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June 30, 2020 |
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December 31, 2019 |
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ASSETS |
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Investment in real estate |
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Land |
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$ |
633,287 |
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$ |
667,004 |
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Buildings and improvements |
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1,128,051 |
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1,112,653 |
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Accumulated depreciation |
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(136,518 |
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(147,696 |
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1,624,820 |
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1,631,961 |
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Construction in progress |
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424,700 |
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338,672 |
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Net investment in real estate |
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2,049,520 |
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1,970,633 |
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Real estate held for sale |
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3,204 |
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5,275 |
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Investment in unconsolidated joint ventures |
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485,333 |
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445,077 |
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Cash and cash equivalents |
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81,675 |
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139,260 |
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Tenant and other receivables, net |
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65,278 |
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54,470 |
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Lease intangible assets, net |
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31,950 |
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68,153 |
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Prepaid expenses, deferred expenses and other assets, net |
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61,977 |
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67,744 |
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Total assets |
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$ |
2,778,937 |
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$ |
2,750,612 |
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LIABILITIES AND EQUITY |
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Liabilities |
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Term Loan Facility, net |
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$ |
1,598,698 |
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$ |
1,598,487 |
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Accounts payable, accrued expenses and other liabilities |
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168,277 |
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108,755 |
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Total liabilities |
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1,766,975 |
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1,707,242 |
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Commitments and contingencies |
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Shareholders' Equity |
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Class A common shares $0.01 par value; 100,000,000 shares authorized; 38,644,689 and 36,897,364 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively |
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386 |
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369 |
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Class B common shares $0.01 par value; 5,000,000 shares authorized; 0 and 1,242,536 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively |
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— |
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12 |
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Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of June 30, 2020 and December 31, 2019; liquidation preference of $70,000 |
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28 |
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28 |
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Additional paid-in capital |
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1,178,268 |
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1,149,721 |
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Accumulated deficit |
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(441,753 |
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(418,711 |
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Total shareholders' equity |
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736,929 |
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731,419 |
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Non-controlling interests |
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275,033 |
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311,951 |
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Total equity |
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1,011,962 |
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1,043,370 |
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Total liabilities and equity |
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$ |
2,778,937 |
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$ |
2,750,612 |
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- 2 -
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CONSOLIDATED FINANCIAL STATEMENTS |
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Condensed Consolidated Statements of Operations (unaudited)
June 30, 2020
(in thousands, except per share amounts)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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REVENUE |
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Rental income |
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$ |
21,648 |
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$ |
38,697 |
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$ |
54,758 |
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$ |
82,275 |
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Management and other fee income |
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171 |
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1,814 |
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378 |
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2,096 |
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Total revenue |
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21,819 |
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40,511 |
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55,136 |
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84,371 |
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EXPENSES |
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Property operating |
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8,697 |
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9,302 |
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18,998 |
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19,539 |
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Real estate taxes |
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9,384 |
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10,159 |
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18,609 |
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20,351 |
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Depreciation and amortization |
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23,702 |
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20,194 |
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57,799 |
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46,410 |
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General and administrative |
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8,644 |
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8,297 |
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18,064 |
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18,056 |
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Total expenses |
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50,427 |
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47,952 |
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113,470 |
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104,356 |
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Gain on sale of real estate, net |
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52,064 |
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11,612 |
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72,852 |
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32,873 |
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Equity in loss of unconsolidated joint ventures |
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(1,322 |
) |
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(9,944 |
) |
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(2,216 |
) |
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(8,722 |
) |
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Interest and other income |
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141 |
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2,175 |
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474 |
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4,773 |
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Interest expense |
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(22,145 |
) |
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(22,141 |
) |
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(43,658 |
) |
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(45,595 |
) |
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Income (loss) before taxes |
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130 |
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(25,739 |
) |
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(30,882 |
) |
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(36,656 |
) |
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Provision for taxes |
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(26 |
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(146 |
) |
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11 |
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(123 |
) |
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Net income (loss) |
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104 |
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(25,885 |
) |
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(30,871 |
) |
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(36,779 |
) |
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Net (income) loss attributable to non-controlling interests |
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(32 |
) |
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8,982 |
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10,279 |
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12,909 |
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Net income (loss) attributable to Seritage |
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$ |
72 |
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$ |
(16,903 |
) |
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$ |
(20,592 |
) |
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$ |
(23,870 |
) |
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Preferred dividends |
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(1,225 |
) |
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(1,225 |
) |
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(2,450 |
) |
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(2,450 |
) |
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Net loss attributable to Seritage common shareholders |
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$ |
(1,153 |
) |
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$ |
(18,128 |
) |
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$ |
(23,042 |
) |
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$ |
(26,320 |
) |
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Net loss per share attributable to Seritage Class A and Class C common shareholders - Basic |
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$ |
(0.03 |
) |
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$ |
(0.50 |
) |
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$ |
(0.61 |
) |
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$ |
(0.73 |
) |
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Net loss per share attributable to Seritage Class A and Class C common shareholders - Diluted |
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$ |
(0.03 |
) |
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$ |
(0.50 |
) |
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$ |
(0.61 |
) |
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$ |
(0.73 |
) |
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Weighted average Class A and Class C common shares outstanding - Basic |
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38,634 |
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36,291 |
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|
37,933 |
|
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35,983 |
|
|
Weighted average Class A and Class C common shares outstanding - Diluted |
|
|
38,634 |
|
|
|
36,291 |
|
|
|
37,933 |
|
|
|
35,983 |
|
- 3 -
|
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
|
Market Capitalization and Financial Ratios
June 30, 2020
(in thousands, except per share amounts)
|
|
|
As of |
|
|
As of |
|
||
|
Equity Market Capitalization |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
Class A common shares outstanding |
|
|
38,645 |
|
|
|
36,897 |
|
|
OP units outstanding |
|
|
17,255 |
|
|
|
18,905 |
|
|
Total shares & units outstanding |
|
|
55,900 |
|
|
|
55,802 |
|
|
Share Price |
|
$ |
11.40 |
|
|
$ |
40.08 |
|
|
Equity market capitalization |
|
$ |
637,260 |
|
|
$ |
2,236,544 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Market Capitalization |
|
|
|
|
|
|
|
|
|
Equity market capitalization |
|
$ |
637,260 |
|
|
$ |
2,236,544 |
|
|
Preferred equity |
|
|
70,000 |
|
|
|
70,000 |
|
|
Total debt |
|
|
1,600,000 |
|
|
|
1,600,000 |
|
|
Total market capitalization |
|
$ |
2,307,260 |
|
|
$ |
3,906,544 |
|
|
|
|
|
|
|
|
|
|
|
|
Financial Ratios |
|
|
|
|
|
|
|
|
|
Total debt to total market capitalization |
|
|
69.3 |
% |
|
|
41.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
1,600,000 |
|
|
$ |
1,600,000 |
|
|
Cash and cash equivalents |
|
|
(81,675 |
) |
|
|
(139,260 |
) |
|
Net Debt |
|
$ |
1,518,325 |
|
|
$ |
1,460,740 |
|
|
|
|
|
|
|
|
|
|
|
|
Gross real estate investments |
|
$ |
2,376,250 |
|
|
$ |
2,354,787 |
|
|
Investment in unconsolidated joint ventures |
|
|
485,333 |
|
|
|
445,077 |
|
|
Total real estate investments |
|
$ |
2,861,583 |
|
|
$ |
2,799,864 |
|
|
|
|
|
|
|
|
|
|
|
|
Net debt to total real estate investments |
|
|
53.1 |
% |
|
|
52.2 |
% |
- 4 -
|
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
|
June 30, 2020
(in thousands)
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
NOI and Total NOI |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Net income (loss) |
|
$ |
104 |
|
|
$ |
(25,885 |
) |
|
$ |
(30,871 |
) |
|
$ |
(36,779 |
) |
|
Termination fee income |
|
|
— |
|
|
|
— |
|
|
|
(990 |
) |
|
|
— |
|
|
Management and other fee income |
|
|
(171 |
) |
|
|
(1,814 |
) |
|
|
(378 |
) |
|
|
(2,096 |
) |
|
Depreciation and amortization |
|
|
23,702 |
|
|
|
20,194 |
|
|
|
57,799 |
|
|
|
46,410 |
|
|
General and administrative expenses |
|
|
8,644 |
|
|
|
8,297 |
|
|
|
18,064 |
|
|
|
18,056 |
|
|
Equity in loss of unconsolidated joint ventures |
|
|
1,322 |
|
|
|
9,944 |
|
|
|
2,216 |
|
|
|
8,722 |
|
|
Gain on sale of real estate |
|
|
(52,064 |
) |
|
|
(11,612 |
) |
|
|
(72,852 |
) |
|
|
(32,873 |
) |
|
Interest and other income |
|
|
(141 |
) |
|
|
(2,175 |
) |
|
|
(474 |
) |
|
|
(4,773 |
) |
|
Interest expense |
|
|
22,145 |
|
|
|
22,141 |
|
|
|
43,658 |
|
|
|
45,595 |
|
|
Provision for income taxes |
|
|
26 |
|
|
|
146 |
|
|
|
(11 |
) |
|
|
123 |
|
|
Straight-line rent |
|
|
2,694 |
|
|
|
(5,609 |
) |
|
|
5,395 |
|
|
|
(8,964 |
) |
|
Above/below market rental income/expense |
|
|
(39 |
) |
|
|
(143 |
) |
|
|
(136 |
) |
|
|
(247 |
) |
|
NOI |
|
$ |
6,222 |
|
|
$ |
13,484 |
|
|
$ |
21,420 |
|
|
$ |
33,174 |
|
|
Unconsolidated joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI (before adjustments) |
|
|
1,514 |
|
|
|
2,849 |
|
|
|
2,816 |
|
|
|
7,159 |
|
|
Straight-line rent |
|
|
(100 |
) |
|
|
(314 |
) |
|
|
(271 |
) |
|
|
61 |
|
|
Above/below market rental income/expense |
|
|
(58 |
) |
|
|
(1,374 |
) |
|
|
(540 |
) |
|
|
(1,471 |
) |
|
Termination fee income |
|
|
(293 |
) |
|
|
— |
|
|
|
(293 |
) |
|
|
— |
|
|
Total NOI |
|
$ |
7,285 |
|
|
$ |
14,645 |
|
|
$ |
23,132 |
|
|
$ |
38,923 |
|
- 5 -
|
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
|
Funds from Operations and Company FFO
June 30, 2020
(in thousands, except per share amounts)
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
||||||||||
|
FFO and Company FFO |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
|
||||
|
Net income (loss) |
|
$ |
104 |
|
|
$ |
(25,885 |
) |
|
$ |
(30,871 |
) |
|
$ |
(36,779 |
) |
|
|
Real estate depreciation and amortization (consolidated properties) |
|
|
23,201 |
|
|
|
19,800 |
|
|
|
56,788 |
|
|
|
45,375 |
|
|
|
Real estate depreciation and amortization (unconsolidated joint ventures) |
|
|
2,597 |
|
|
|
12,755 |
|
|
|
4,441 |
|
|
|
15,382 |
|
|
|
Gain on sale of real estate |
|
|
(52,064 |
) |
|
|
(11,612 |
) |
|
|
(72,852 |
) |
|
|
(32,873 |
) |
|
|
Dividends on preferred shares |
|
|
(1,225 |
) |
|
|
(1,225 |
) |
|
|
(2,450 |
) |
|
|
(2,450 |
) |
|
|
FFO attributable to common shareholders and unitholders |
|
$ |
(27,387 |
) |
|
$ |
(6,167 |
) |
|
$ |
(44,944 |
) |
|
$ |
(11,345 |
) |
|
|
Termination fee income |
|
|
— |
|
|
|
— |
|
|
|
(990 |
) |
|
|
— |
|
|
|
Termination fee income (unconsolidated joint ventures) |
|
|
(293 |
) |
|
|
— |
|
|
|
(293 |
) |
|
|
— |
|
|
|
Amortization of deferred financing costs |
|
|
105 |
|
|
|
105 |
|
|
|
211 |
|
|
|
223 |
|
|
|
Severance costs |
|
|
425 |
|
|
|
— |
|
|
|
425 |
|
|
|
— |
|
|
|
Company FFO attributable to common shareholders and unitholders |
|
$ |
(27,150 |
) |
|
$ |
(6,062 |
) |
|
$ |
(45,591 |
) |
|
$ |
(11,122 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per diluted common share and unit |
|
$ |
(0.49 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.80 |
) |
|
$ |
(0.20 |
) |
|
|
Company FFO per diluted common share and unit |
|
$ |
(0.49 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.82 |
) |
|
$ |
(0.20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Units Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
38,634 |
|
|
|
36,291 |
|
|
|
37,933 |
|
|
|
35,983 |
|
|
|
Weighted average OP units outstanding |
|
|
17,255 |
|
|
|
19,515 |
|
|
|
17,916 |
|
|
|
19,815 |
|
|
|
Weighted average common shares and units outstanding |
|
|
55,889 |
|
|
|
55,806 |
|
|
|
55,849 |
|
|
|
55,798 |
|
|
- 6 -
|
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
|
June 30, 2020
(in thousands)
|
|
|
As of |
|
|
As of |
|
||
|
Debt Summary |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
Term Loan Facility (drawn / undrawn) |
|
$1,600,000 / 400,000 |
|
|
$1,600,000 / 400,000 |
|
||
|
Interest rate / undrawn rate |
|
7.00% / 1.00% |
|
|
7.00% / 1.00% |
|
||
|
Maturity |
|
July 2023 |
|
|
July 2023 |
|
||
|
|
|
|
|
|
|
|
|
|
|
Tenant and Other Receivables, Net |
|
|
|
|
|
|
|
|
|
Straight-line receivables, net |
|
$ |
22,067 |
|
|
$ |
35,021 |
|
|
Other receivables, net |
|
|
15,804 |
|
|
|
14,653 |
|
|
Tenant receivables, net |
|
|
11,194 |
|
|
|
4,796 |
|
|
Asset sale proceeds receivable |
|
|
10,590 |
|
|
|
— |
|
|
Deferred rental income |
|
|
5,623 |
|
|
|
— |
|
|
Total rent and other receivable, net |
|
$ |
65,278 |
|
|
$ |
54,470 |
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid Expenses, Deferred Expenses and Other Assets |
|
|
|
|
|
|
|
|
|
Deferred expenses |
|
$ |
25,398 |
|
|
$ |
24,607 |
|
|
Right of use asset |
|
|
19,467 |
|
|
|
18,521 |
|
|
Other assets |
|
|
11,669 |
|
|
|
9,275 |
|
|
FF&E |
|
|
2,715 |
|
|
|
4,321 |
|
|
Other prepaid expenses |
|
|
2,037 |
|
|
|
4,133 |
|
|
Prepaid real estate taxes |
|
|
351 |
|
|
|
2,501 |
|
|
Prepaid insurance |
|
|
340 |
|
|
|
4,386 |
|
|
Total prepaid expenses, deferred expenses and other assets |
|
$ |
61,977 |
|
|
$ |
67,744 |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable, Accrued Expenses and Other Liabilities |
|
|
|
|
|
|
|
|
|
Accrued development expenditures |
|
$ |
61,141 |
|
|
$ |
17,006 |
|
|
Accounts payable and accrued expenses |
|
|
46,101 |
|
|
|
34,379 |
|
|
Accrued real estate taxes |
|
|
21,071 |
|
|
|
12,979 |
|
|
Environmental reserve |
|
|
9,477 |
|
|
|
9,477 |
|
|
Lease liability |
|
|
8,716 |
|
|
|
7,668 |
|
|
Below-market leases |
|
|
7,697 |
|
|
|
10,648 |
|
|
Accrued interest |
|
|
4,667 |
|
|
|
4,978 |
|
|
Unearned tenant reimbursements |
|
|
3,784 |
|
|
|
1,575 |
|
|
Prepaid rental income |
|
|
2,347 |
|
|
|
6,750 |
|
|
Deferred maintenance |
|
|
1,722 |
|
|
|
1,722 |
|
|
Preferred dividends payable |
|
|
1,554 |
|
|
|
1,573 |
|
|
Total accounts payable, accrued expenses and other liabilities |
|
$ |
168,277 |
|
|
$ |
108,755 |
|
- 7 -
|
SUPPLEMENTAL FINANCIAL INFORMATION |
|
|
|
|
Additional Information (cont’d)
June 30, 2020
(in thousands, except per share amounts)
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
Rental Revenue Detail |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Rental income |
|
$ |
17,300 |
|
|
$ |
28,690 |
|
|
$ |
41,574 |
|
|
$ |
60,810 |
|
|
Tenant reimbursements |
|
|
4,348 |
|
|
|
10,007 |
|
|
|
12,194 |
|
|
|
21,465 |
|
|
Termination income |
|
|
— |
|
|
|
— |
|
|
|
990 |
|
|
|
— |
|
|
Total |
|
$ |
21,648 |
|
|
$ |
38,697 |
|
|
$ |
54,758 |
|
|
$ |
82,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Select Non-Cash Items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Straight-line rental income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly-owned |
|
$ |
(2,694 |
) |
|
$ |
5,609 |
|
|
$ |
(5,395 |
) |
|
$ |
8,964 |
|
|
Joint ventures |
|
|
100 |
|
|
|
314 |
|
|
|
271 |
|
|
|
(61 |
) |
|
Total |
|
$ |
(2,594 |
) |
|
$ |
5,923 |
|
|
$ |
(5,124 |
) |
|
$ |
8,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amortization of above/below market rental income/expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly-owned |
|
$ |
39 |
|
|
$ |
143 |
|
|
$ |
136 |
|
|
$ |
247 |
|
|
Joint ventures |
|
|
58 |
|
|
|
1,374 |
|
|
|
540 |
|
|
|
1,471 |
|
|
Total |
|
$ |
97 |
|
|
$ |
1,517 |
|
|
$ |
676 |
|
|
$ |
1,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred financing costs |
|
$ |
(105 |
) |
|
$ |
(105 |
) |
|
$ |
(211 |
) |
|
$ |
(223 |
) |
|
Share-based compensation expense |
|
|
(626 |
) |
|
|
(1,353 |
) |
|
|
(1,805 |
) |
|
|
(2,885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per Class A and Class C common share |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.25 |
|
|
Declaration date |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Record date |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Payment date |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
- 8 -
|
PROPERTY INFORMATION |
|
|
|
|
June 30, 2020
(in thousands, except PSF amounts)
The following table provides a summary of the Company’s portfolio as of June 30, 2020, including JV Properties presented at the Company’s proportional share:
|
|
|
Consolidated |
|
|
Unconsolidated |
|
|
Seritage |
|
|||
|
|
|
Portfolio |
|
|
Joint Ventures |
|
|
Total |
|
|||
|
Number of properties |
|
|
171 |
|
|
|
28 |
|
|
|
199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total GLA (000s) |
|
|
27,122 |
|
|
|
4,526 |
|
|
|
31,648 |
|
|
At share |
|
|
27,122 |
|
|
|
2,263 |
|
|
|
29,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased GLA (000s) |
|
|
9,666 |
|
|
|
1,881 |
|
|
|
11,547 |
|
|
At share |
|
|
9,666 |
|
|
|
941 |
|
|
|
10,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage leased |
|
|
35.7 |
% |
|
|
41.6 |
% |
|
|
36.5 |
% |
|
At share |
|
|
35.6 |
% |
|
|
41.6 |
% |
|
|
36.1 |
% |
As of June 30, 2020, the portfolio included 111 properties characterized as attached to regional malls and 88 characterized as shopping center or freestanding properties. The following table provides a summary of the portfolio as of June 30, 2020, based on signed leases and including JV Properties presented at the Company’s proportional share:
|
|
|
Number of |
|
|
Leased |
|
|
Annual Base |
|
|
|
|
|
|
|
|
|
|||
|
Property Type (1) |
|
Properties |
|
|
GLA |
|
|
Rent ("ABR") |
|
|
ABR PSF |
|
|
Leased |
|
|||||
|
Mall |
|
|
111 |
|
|
|
4,968 |
|
|
$ |
100,546 |
|
|
$ |
20.24 |
|
|
|
28.9 |
% |
|
Shopping Center |
|
|
88 |
|
|
|
5,638 |
|
|
|
73,677 |
|
|
|
13.07 |
|
|
|
46.3 |
% |
|
Total |
|
|
199 |
|
|
|
10,607 |
|
|
$ |
174,223 |
|
|
$ |
16.43 |
|
|
|
36.1 |
% |
|
(1) |
Company classification. Mall properties are attached to regional malls; Shopping Center properties include properties attached to, within or adjacent to neighborhood shopping or power centers, as well as freestanding properties. |
The following table provides a summary of annual base rent for the portfolio as of June 30, 2020, based on signed leases and including JV Properties presented at the Company’s proportional share:
|
|
|
Number of |
|
|
Leased |
|
|
% of Total |
|
|
Annual Base |
|
|
% of |
|
|
|
|
|
|||||
|
Tenant |
|
Leases |
|
|
GLA |
|
|
Leased GLA |
|
|
Rent ("ABR") |
|
|
Total ABR |
|
|
ABR PSF |
|
||||||
|
In-place diversified leases |
|
|
277 |
|
|
|
6,517 |
|
|
|
61.4 |
% |
|
$ |
97,393 |
|
|
|
55.9 |
% |
|
$ |
14.94 |
|
|
SNO diversified leases |
|
|
160 |
|
|
|
3,361 |
|
|
|
31.7 |
% |
|
|
71,692 |
|
|
|
41.2 |
% |
|
|
21.33 |
|
|
Total diversified leases |
|
437 |
|
|
|
9,878 |
|
|
|
93.1 |
% |
|
|
169,085 |
|
|
|
97.1 |
% |
|
|
17.12 |
|
|
|
Sears or Kmart (1) |
|
|
7 |
|
|
|
729 |
|
|
|
6.9 |
% |
|
|
5,138 |
|
|
|
2.9 |
% |
|
|
7.05 |
|
|
Total |
|
444 |
|
|
|
10,607 |
|
|
|
100.0 |
% |
|
$ |
174,223 |
|
|
|
100.0 |
% |
|
$ |
16.43 |
|
|
|
(1) |
Includes five properties subject to the Holdco Master Lease (after giving effect to the pending termination of the Holdco Master Lease at 12 properties), and two leases between the Company’s unconsolidated joint ventures and Holdco. |
- 9 -
|
PROPERTY INFORMATION |
|
|
|
|
June 30, 2020
(in thousands)
The following table lists the top tenants in the portfolio as of June 30, 2020, based on signed leases and including JV Properties presented at the Company’s proportional share:
|
|
|
Number of |
|
|
Annual Base |
|
|
% of |
|
|
|
|
|
|
|
|||
|
Tenant |
|
Leases |
|
|
Rent ("ABR") |
|
|
Total ABR |
|
|
Concepts/Brands |
|
|
|
|
|||
|
Dick's Sporting Goods |
|
|
13 |
|
|
$ |
12,319 |
|
|
|
7.1 |
% |
|
|
||||
|
Dave & Buster's |
|
|
12 |
|
|
|
9,975 |
|
|
|
5.7 |
% |
|
|
||||
|
Round One Entertainment |
|
|
9 |
|
|
|
7,925 |
|
|
|
4.5 |
% |
|
|
||||
|
At Home |
|
|
12 |
|
|
|
7,408 |
|
|
|
4.3 |
% |
|
|
||||
|
Burlington Stores |
|
|
12 |
|
|
|
7,088 |
|
|
|
4.1 |
% |
|
|
||||
|
Ross Dress For Less |
|
|
17 |
|
|
|
6,112 |
|
|
|
3.5 |
% |
|
Ross Dress for Less, dd's Discounts |
||||
|
Cinemark |
|
|
4 |
|
|
|
4,899 |
|
|
|
2.8 |
% |
|
|
||||
|
Nordstrom Rack |
|
|
6 |
|
|
|
4,385 |
|
|
|
2.5 |
% |
|
|
||||
|
AMC |
|
|
3 |
|
|
|
4,202 |
|
|
|
2.4 |
% |
|
|
||||
|
Equinox Fitness |
|
|
14 |
|
|
|
3,816 |
|
|
|
2.2 |
% |
|
Equinox, Blink Fitness |
||||
|
Sears/Kmart (1) |
|
|
7 |
|
|
|
5,138 |
|
|
|
2.9 |
% |
|
Sears, Sears Auto Center, Kmart |
||||
|
Primark |
|
|
3 |
|
|
|
3,002 |
|
|
|
1.7 |
% |
|
|
||||
|
Bed Bath & Beyond |
|
|
6 |
|
|
|
2,489 |
|
|
|
1.4 |
% |
|
Bed Bath & Beyond, buybuyBaby, Cost Plus World Market, andThat! |
||||
|
BJ's Wholesale Club |
|
|
2 |
|
|
|
2,422 |
|
|
|
1.4 |
% |
|
|
||||
|
TJX |
|
|
9 |
|
|
|
2,356 |
|
|
|
1.4 |
% |
|
TJ Maxx, Marshalls, HomeGoods, HomeSense, Sierra Trading Post |
||||
|
Pinstripes |
|
|
2 |
|
|
|
2,035 |
|
|
|
1.2 |
% |
|
|
||||
|
PetSmart |
|
|
4 |
|
|
|
2,012 |
|
|
|
1.2 |
% |
|
|
||||
|
Planet Fitness |
|
|
8 |
|
|
|
2,011 |
|
|
|
1.2 |
% |
|
|
||||
|
Vasa Fitness |
|
|
3 |
|
|
|
1,862 |
|
|
|
1.1 |
% |
|
|
||||
|
24 Hour Fitness |
|
|
2 |
|
|
|
1,791 |
|
|
|
1.0 |
% |
|
|
||||
|
Hobby Lobby |
|
|
4 |
|
|
|
1,745 |
|
|
|
1.0 |
% |
|
|
||||
|
* |
The Company has signed 10 leases with Industrious to occupy 340,000 SF under revenue-sharing agreements that are expected to place Industrious among the Company’s top tenants. |
|
(1) |
Number of leases reflects number of properties subject to the Holdco Master Lease and leases between the Company’s unconsolidated joint ventures and Holdco. |
- 10 -
|
PROPERTY INFORMATION |
|
|
|
|
June 30, 2020
(in thousands, except PSF amounts)
The following table sets forth information regarding the geographic diversification of the portfolio as of June 30, 2020, based on signed leases and including JV Properties presented at the Company’s proportional share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State |
|
Number of Properties |
|
|
Annual Rent |
|
|
% of Total Annual Rent |
|
|
Rent PSF |
|
||||
|
Florida |
|
|
22 |
|
|
$ |
31,752 |
|
|
|
18.2 |
% |
|
$ |
24.54 |
|
|
California |
|
|
38 |
|
|
|
30,514 |
|
|
|
17.5 |
% |
|
|
20.45 |
|
|
New York |
|
|
10 |
|
|
|
10,525 |
|
|
|
6.0 |
% |
|
|
21.93 |
|
|
New Jersey |
|
|
4 |
|
|
|
8,228 |
|
|
|
4.7 |
% |
|
|
22.79 |
|
|
Virginia |
|
|
5 |
|
|
|
8,040 |
|
|
|
4.6 |
% |
|
|
18.53 |
|
|
Texas |
|
|
13 |
|
|
|
7,436 |
|
|
|
4.3 |
% |
|
|
13.69 |
|
|
Illinois |
|
|
9 |
|
|
|
7,332 |
|
|
|
4.2 |
% |
|
|
15.21 |
|
|
Puerto Rico |
|
|
6 |
|
|
|
6,395 |
|
|
|
3.7 |
% |
|
|
8.88 |
|
|
Pennsylvania |
|
|
5 |
|
|
|
5,061 |
|
|
|
2.9 |
% |
|
|
21.72 |
|
|
Massachusetts |
|
|
3 |
|
|
|
4,764 |
|
|
|
2.7 |
% |
|
|
20.80 |
|
|
Total Top 10 |
|
|
115 |
|
|
$ |
120,047 |
|
|
|
68.8 |
% |
|
$ |
19.15 |
|
|
Other (1) |
|
|
84 |
|
|
|
54,176 |
|
|
|
31.2 |
% |
|
|
12.49 |
|
|
Total |
|
|
199 |
|
|
$ |
174,223 |
|
|
|
100.0 |
% |
|
$ |
16.43 |
|
|
(1) |
Includes 35 states. |
- 11 -
|
PROPERTY INFORMATION |
|
|
|
|
June 30, 2020
(in thousands, except PSF amounts)
The table below provides a summary of the Company’s leasing activity since inception through June 30, 2020, including JV Properties presented at the Company’s proportional share:
|
|
|
Total |
|
|
Release of Sears Holdings Space |
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
Leased |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
Leased |
|
|
Annual |
|
|
Annual |
|
|
Releasing |
|
||||||||
|
Period |
|
Leases |
|
|
GLA |
|
|
Rent |
|
|
Rent PSF |
|
|
Leases |
|
|
GLA |
|
|
Rent |
|
|
Rent PSF |
|
|
Multiple |
|
|||||||||
|
2015 |
|
|
9 |
|
|
|
154 |
|
|
$ |
4,650 |
|
|
$ |
30.28 |
|
|
|
6 |
|
|
|
130 |
|
|
$ |
3,820 |
|
|
$ |
29.41 |
|
|
|
4.4 |
x |
|
2016 |
|
|
65 |
|
|
|
2,070 |
|
|
|
36,600 |
|
|
|
17.68 |
|
|
|
59 |
|
|
|
1,882 |
|
|
|
33,610 |
|
|
|
17.86 |
|
|
|
4.5 |
x |
|
2017 |
|
|
94 |
|
|
|
2,606 |
|
|
|
44,717 |
|
|
|
17.16 |
|
|
|
86 |
|
|
|
2,476 |
|
|
|
43,299 |
|
|
|
17.49 |
|
|
|
4.0 |
x |
|
2018 |
|
|
114 |
|
|
|
2,315 |
|
|
|
40,041 |
|
|
|
17.30 |
|
|
|
108 |
|
|
|
2,291 |
|
|
|
39,361 |
|
|
|
17.18 |
|
|
|
3.9 |
x |
|
2019 |
|
|
106 |
|
|
|
2,287 |
|
|
|
46,541 |
|
|
|
20.35 |
|
|
|
96 |
|
|
|
2,150 |
|
|
|
44,640 |
|
|
|
20.76 |
|
|
|
3.9 |
x |
|
2020 |
|
|
18 |
|
|
|
221 |
|
|
|
4,558 |
|
|
|
20.60 |
|
|
|
16 |
|
|
|
218 |
|
|
|
4,496 |
|
|
|
20.64 |
|
|
|
3.5 |
x |
|
Total Retail |
|
|
406 |
|
|
|
9,653 |
|
|
$ |
177,107 |
|
|
$ |
18.35 |
|
|
|
371 |
|
|
|
9,147 |
|
|
$ |
169,226 |
|
|
$ |
18.50 |
|
|
|
4.0 |
x |
|
Other (1) |
|
|
14 |
|
|
|
995 |
|
|
|
7,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
420 |
|
|
|
10,648 |
|
|
$ |
184,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Excludes certain self storage, medical office, auto-related and ground leases. |
The table below provides a summary of the Company’s SNO leases from March 31, 2020 to June 30, 2020, including JV Properties presented at the Company’s proportional share:
|
|
|
Number of |
|
|
|
|
|
|
Annual |
|
|
Annual |
|
|||
|
|
|
SNO Leases |
|
|
GLA |
|
|
Rent |
|
|
Rent PSF |
|
||||
|
As of March 31, 2020 |
|
|
173 |
|
|
|
3,892 |
|
|
$ |
80,277 |
|
|
$ |
20.63 |
|
|
Opened |
|
|
(10 |
) |
|
|
(225 |
) |
|
|
(3,413 |
) |
|
|
15.17 |
|
|
Sold / contributed to JVs / terminated |
|
|
(9 |
) |
|
|
(403 |
) |
|
|
(6,995 |
) |
|
|
17.36 |
|
|
Signed |
|
|
6 |
|
|
|
97 |
|
|
|
1,823 |
|
|
|
18.84 |
|
|
As of June 30, 2020 |
|
|
160 |
|
|
|
3,361 |
|
|
$ |
71,692 |
|
|
$ |
21.33 |
|
- 12 -
|
PROPERTY INFORMATION |
|
|
|
|
June 30, 2020
During the three months ended June 30, 2020, the Company restarted components of select suburban retail redevelopment projects, including certain spaces previously delivered to tenants, representing a potential investment of approximately $42.7 million and potential annual rental income of approximately $12.7 million over the next 6-12 months, subject to tenant opening schedules.
Including these restarted projects, and excluding any assets that have been sold, the Company estimates it will have invested approximately $796.2 million in suburban retail redevelopment projects that are expected to generate approximately $79.2 million of annual rental income, of which $66.5 million is derived from currently in-place leases and $12.7 million is derived from SNO leases related to the restarted project activity.
The remainder of the Company’s previously announced suburban retail redevelopment projects, totaling $400-450 million of potential capital investment, remain on hold due to the COVID-19 pandemic and the direct impacts on the Company’s business. The Company deems this approach to capital deployment prudent given the uncertainty regarding tenants’ ability to construct and open new stores and the feasibility of sustaining labor levels with safe working conditions, as well as the risk to future rent collections and asset sales, the latter of which has been a meaningful source of capital for the Company’s development program.
The Company is performing limited non-tenant construction activity at select properties, including its previously underway premier projects, and working with tenants to preserve signed leases and modify schedules for project completion and store openings.
Additionally, the Company is working with its development partners to obtain project financing and reassess construction schedules for its three previously announced multifamily projects, each of which represents the first phase of larger, mixed-use developments.
- 13 -
|
PROPERTY INFORMATION |
|
|
|
|
Recapture and Termination Properties
June 30, 2020
(in thousands)
Recapture Properties
The Company exercised recapture rights with respect to 70 properties under the Original Master Lease prior to its rejection on March 12, 2019 and with respect to four properties under the Holdco Master Lease during the year ended December 31, 2019, including three properties where the Company had previously exercised certain recapture rights under the Original Master Lease.
The following table provides a summary of the Company’s recapture activity as of June 30, 2020:
|
(in thousands except property count) |
|
|
|
|
|
|
|
|
|
|||||||
|
Year |
|
Square Feet |
|
|
Total Number of Properties |
|
|
100% Recaptures (1) |
|
|
Partial Recaptures (2) |
|
||||
|
2019 |
|
|
629 |
|
|
4 |
|
|
3 |
|
|
1 |
|
|||
|
2018 |
|
|
3,428 |
|
|
20 |
|
|
17 |
|
|
3 |
|
|||
|
2017 |
|
|
3,302 |
|
|
27 |
|
|
16 |
|
|
11 |
|
|||
|
2016 |
|
|
1,501 |
|
|
17 |
|
|
4 |
|
|
13 |
|
|||
|
2015 |
|
|
372 |
|
|
3 |
|
|
3 |
|
|
|
— |
|
||
|
Total |
|
|
9,232 |
|
|
|
71 |
|
|
|
43 |
|
|
|
28 |
|
|
(1) |
Includes properties for which the Company had converted partial recapture rights to 100% recapture rights. |
|
(2) |
Partial recaptures include the recapture of (i) up to approximately 50% of the space occupied by the tenant at all properties, (ii) automotive care centers which are free-standing or attached as “appendages” to the properties, and/or (iii) outparcels or outlots and certain portions of parking areas and common areas |
Termination Properties
Sears Holdings exercised termination rights with respect to 87 properties under the Original Master Lease prior to its rejection on March 12, 2019 and Holdco exercised termination rights with respect to 29 properties under the Holdco Master Lease during the year ended December 31, 2019. On June 3, 2020, the Company entered into an amendment to the Holdco Master Lease pursuant to which the Company terminated the Holdco Master Lease at 12 additional properties.
The following table provides a summary of Sears Holdings’ and Holdco’s termination activity as of June 30, 2020 (note that leases at an additional 31 properties totaling 4.3 million square feet were rejected in March 2019 as part of Sears Holdings’ bankruptcy filing):
|
(in thousands except property count) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Notice Date |
|
Termination Date |
|
Square Feet |
|
|
Number of Properties |
|
|
Redevelopments Announced |
|
|
Properties Sold |
|
||||
|
June 2020 |
|
September 2020 (1) |
|
|
1,800 |
|
|
|
12 |
|
|
|
2 |
|
|
|
— |
|
|
November 2019 |
|
March 2020 |
|
|
4,332 |
|
|
|
29 |
|
|
|
7 |
|
|
|
1 |
|
|
August 2018 |
|
December 2018 |
|
|
1,605 |
|
|
|
13 |
|
|
|
6 |
|
|
|
3 |
|
|
June 2018 |
|
November 2018 (2) |
|
|
1,218 |
|
|
|
9 |
|
|
|
6 |
|
|
|
1 |
|
|
April 2018 |
|
August 2018 |
|
|
1,494 |
|
|
|
9 |
|
|
|
4 |
|
|
|
1 |
|
|
June 2017 |
|
October 2017 (3) |
|
|
3,812 |
|
|
|
20 |
|
|
|
8 |
|
|
|
4 |
|
|
January 2017 |
|
April 2017 |
|
|
1,872 |
|
|
|
19 |
|
|
|
7 |
|
|
|
8 |
|
|
September 2016 |
|
January 2017 |
|
|
1,727 |
|
|
|
17 |
|
|
|
8 |
|
|
|
6 |
|
|
Total |
|
|
|
|
17,860 |
|
|
|
128 |
|
|
|
48 |
|
|
|
24 |
|
|
(1) |
Properties terminated pursuant to the Amendment signed in June 2020. |
|
(2) |
Two properties were terminated in October 2018. |
|
(3) |
One property was terminated in November 2017 and one was terminated in January 2018. |
- 14 -
|
PROPERTY INFORMATION |
|
|
|
|
June 30, 2020
Brookfield Retail Partners (formerly GGP, Inc.) Joint Ventures
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Mall Name |
|
City |
|
State |
|
Joint Venture |
|
GLA (1) |
|
|
Leased (1) |
|
||
|
1 |
|
Northridge Fashion Center |
|
Northridge |
|
CA |
|
GGP II JV |
|
|
125,200 |
|
|
|
94.8 |
% |
|
2 |
|
Altamonte Mall |
|
Altamonte Springs |
|
FL |
|
GGP II JV |
|
|
62,850 |
|
|
|
61.6 |
% |
|
3 |
|
Coastland Center |
|
Naples |
|
FL |
|
GGP II JV |
|
|
29,700 |
|
|
|
100.0 |
% |
|
4 |
|
Cumberland Mall |
|
Atlanta |
|
GA |
|
GGP II JV |
|
|
96,950 |
|
|
|
87.6 |
% |
|
5 |
|
Natick Collection (2) |
|
Natick |
|
MA |
|
GGP I JV |
|
|
95,350 |
|
|
|
46.4 |
% |
|
6 |
|
Willowbrook Mall |
|
Wayne |
|
NJ |
|
GGP II JV |
|
|
140,500 |
|
|
|
73.1 |
% |
|
7 |
|
Sooner Mall (2) |
|
Norman |
|
OK |
|
GGP I JV |
|
|
33,450 |
|
|
|
0.0 |
% |
|
8 |
|
Stonebriar Centre |
|
Frisco |
|
TX |
|
GGP I JV |
|
|
81,450 |
|
|
|
0.0 |
% |
|
9 |
|
Alderwood |
|
Lynnwood |
|
WA |
|
GGP I JV |
|
|
50,000 |
|
|
|
49.3 |
% |
|
(1) |
Based on signed leases as of June 30, 2020; GLA presented at the Company's proportional share. |
|
(2) |
Property is subject to a lease or ground lease agreement. |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Mall Name |
|
City |
|
State |
|
Joint Venture |
|
GLA (1) |
|
|
Leased (1) |
|
||
|
1 |
|
Santa Rosa Plaza |
|
Santa Rosa |
|
CA |
|
Simon JV |
|
|
82,700 |
|
|
|
0.0 |
% |
|
2 |
|
Briarwood |
|
Ann Arbor |
|
MI |
|
Simon JV |
|
|
85,300 |
|
|
|
0.0 |
% |
|
3 |
|
The Shops at Nanuet |
|
Nanuet |
|
NY |
|
Simon JV |
|
|
110,700 |
|
|
|
0.0 |
% |
|
4 |
|
Woodland Hills Mall |
|
Tulsa |
|
OK |
|
Simon JV |
|
|
75,100 |
|
|
|
0.0 |
% |
|
5 |
|
Barton Creek Square |
|
Austin |
|
TX |
|
Simon JV |
|
|
82,300 |
|
|
|
0.0 |
% |
|
(1) |
Based on signed leases as of June 30, 2020; GLA presented at the Company's proportional share. |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Mall Name |
|
City |
|
State |
|
Joint Venture |
|
GLA (1) |
|
|
Leased (1) |
|
||
|
1 |
|
Chandler Fashion Center |
|
Chandler |
|
AZ |
|
Macerich JV |
|
|
69,750 |
|
|
|
53.0 |
% |
|
2 |
|
Arrowhead Towne Center |
|
Glendale |
|
AZ |
|
Macerich JV |
|
|
62,500 |
|
|
|
0.0 |
% |
|
3 |
|
Los Cerritos Center |
|
Cerritos |
|
CA |
|
Macerich JV |
|
|
138,800 |
|
|
|
0.0 |
% |
|
4 |
|
Vintage Faire Mall |
|
Modesto |
|
CA |
|
Macerich JV |
|
|
74,250 |
|
|
|
54.2 |
% |
|
5 |
|
Danbury Fair |
|
Danbury |
|
CT |
|
Macerich JV |
|
|
89,250 |
|
|
|
100.0 |
% |
|
6 |
|
Deptford Mall |
|
Deptford |
|
NJ |
|
Macerich JV |
|
|
95,850 |
|
|
|
76.1 |
% |
|
7 |
|
Freehold Raceway Mall |
|
Freehold |
|
NJ |
|
Macerich JV |
|
|
69,400 |
|
|
|
100.0 |
% |
|
8 |
|
Washington Square Mall |
|
Portland |
|
OR |
|
Macerich JV |
|
|
110,000 |
|
|
|
0.0 |
% |
|
9 |
|
South Plains Mall |
|
Lubbock |
|
TX |
|
Macerich JV |
|
|
75,300 |
|
|
|
0.0 |
% |
|
(1) |
Based on signed leases as of June 30, 2020; GLA presented at the Company's proportional share. |
- 15 -
|
PROPERTY INFORMATION |
|
|
|
|
Joint Venture Properties (cont’d)
June 30, 2020
Invesco Real Estate Joint Ventures
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Property Address |
|
City |
|
State |
|
Joint Venture |
|
GLA (1) |
|
|
Leased (1) |
|
||
|
1 |
|
302 Colorado Avenue |
|
Santa Monica |
|
CA |
|
Mark 302 JV |
|
|
51,500 |
|
|
|
0.0 |
% |
|
2 |
|
4575 La Jolla Village Drive |
|
San Diego |
|
CA |
|
UTC JV |
|
|
113,150 |
|
|
|
57.7 |
% |
|
(1) |
Based on signed leases as of June 30, 2020; GLA presented at the Company's proportional share. |
Other Joint Ventures
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Property Address |
|
City |
|
State |
|
Joint Venture |
|
GLA (1) |
|
|
Leased (1) |
|
||
|
1 |
|
1445 New Britain Avenue |
|
West Hartford |
|
CT |
|
West Hartford JV |
|
|
81,850 |
|
|
|
89.6 |
% |
|
2 |
|
126 Shawan Road |
|
Cockeysville |
|
MD |
|
Cockeysville JV |
|
|
80,100 |
|
|
|
61.4 |
% |
|
3 |
|
12625 North Interstate Highway 35 |
|
Austin |
|
TX |
|
Tech Ridge JV |
|
|
— |
|
|
|
— |
|
|
(1) |
Based on signed leases as of June 30, 2020; GLA presented at the Company's proportional share. |
- 16 -
|
PROPERTY INFORMATION |
|
|
|
|
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
Holdco |
|
Total |
|
|
|
|
|
|
Land |
|
||
|
|
|
Property Address |
|
City |
|
State |
|
Property Type (1) |
|
Master Lease (2) |
|
GLA (3) |
|
|
Leased (3) |
|
|
Acres |
|
|||
|
1 |
|
700 East Northern Lights Boulevard |
|
Anchorage |
|
AK |
|
Shopping Center |
|
|
|
|
158,500 |
|
|
|
84.6 |
% |
|
|
26 |
|
|
2 |
|
1731 2nd Avenue Southwest |
|
Cullman |
|
AL |
|
Freestanding |
|
|
|
|
88,500 |
|
|
|
100.0 |
% |
|
|
6 |
|
|
3 |
|
3930 McCain Boulevard |
|
North Little Rock |
|
AR |
|
Mall |
|
|
|
|
177,100 |
|
|
|
7.4 |
% |
|
|
15 |
|
|
4 |
|
6515 East Southern Avenue |
|
Mesa |
|
AZ |
|
Mall |
|
|
|
|
121,900 |
|
|
|
13.8 |
% |
|
|
11 |
|
|
5 |
|
10140 North 91st Avenue |
|
Peoria |
|
AZ |
|
Shopping Center |
|
|
|
|
104,400 |
|
|
|
100.0 |
% |
|
|
10 |
|
|
6 |
|
7611 West Thomas Road |
|
Phoenix |
|
AZ |
|
Mall |
|
|
|
|
144,200 |
|
|
|
8.3 |
% |
|
|
10 |
|
|
7 |
|
12025 North 32nd Street |
|
Phoenix |
|
AZ |
|
Freestanding |
|
|
|
|
151,200 |
|
|
|
100.0 |
% |
|
|
11 |
|
|
8 |
|
2250 El Mercado Loop |
|
Sierra Vista |
|
AZ |
|
Mall |
|
|
|
|
94,700 |
|
|
|
0.0 |
% |
|
|
7 |
|
|
9 |
|
5950 East Broadway Boulevard |
|
Tucson |
|
AZ |
|
Mall |
|
|
|
|
218,700 |
|
|
|
23.1 |
% |
|
|
20 |
|
|
10 |
|
3150 South 4th Avenue |
|
Yuma |
|
AZ |
|
Shopping Center |
|
|
|
|
90,400 |
|
|
|
0.0 |
% |
|
|
14 |
|
|
11 |
|
3625 East 18th Street |
|
Antioch |
|
CA |
|
Shopping Center |
|
|
|
|
95,200 |
|
|
|
0.0 |
% |
|
|
7 |
|
|
12 |
|
42126 Big Bear Boulevard |
|
Big Bear Lake |
|
CA |
|
Shopping Center |
|
X |
|
|
80,100 |
|
|
|
91.6 |
% |
|
|
8 |
|
|
13 |
|
20700 South Avalon Boulevard |
|
Carson |
|
CA |
|
Mall |
|
|
|
|
182,200 |
|
|
|
60.2 |
% |
|
|
13 |
|
|
14 |
|
565 Broadway |
|
Chula Vista |
|
CA |
|
Mall |
|
|
|
|
250,100 |
|
|
|
0.0 |
% |
|
|
16 |
|
|
15 |
|
5900 Sunrise Mall |
|
Citrus Heights |
|
CA |
|
Mall |
|
|
|
|
289,500 |
|
|
|
0.0 |
% |
|
|
22 |
|
|
16 |
|
575 Fletcher Parkway |
|
El Cajon |
|
CA |
|
Mall |
|
|
|
|
244,900 |
|
|
|
77.1 |
% |
|
|
22 |
|
|
17 |
|
3751 South Dogwood Road |
|
El Centro |
|
CA |
|
Mall |
|
|
|
|
139,700 |
|
|
|
37.7 |
% |
|
|
14 |
|
|
18 |
|
1420 Travis Boulevard |
|
Fairfield |
|
CA |
|
Mall |
|
|
|
|
163,500 |
|
|
|
27.6 |
% |
|
|
9 |
|
|
19 |
|
5901 Florin Road |
|
Florin |
|
CA |
|
Shopping Center |
|
|
|
|
329,700 |
|
|
|
20.9 |
% |
|
|
20 |
|
|
20 |
|
3636 North Blackstone Avenue |
|
Fresno |
|
CA |
|
Shopping Center |
|
|
|
|
216,600 |
|
|
|
20.0 |
% |
|
|
13 |
|
|
21 |
|
1500 Anna Sparks Way |
|
McKinleyville |
|
CA |
|
Shopping Center |
|
|
|
|
94,800 |
|
|
|
0.0 |
% |
|
|
8 |
|
|
22 |
|
1011 West Olive Avenue |
|
Merced |
|
CA |
|
Shopping Center |
|
|
|
|
92,600 |
|
|
|
86.2 |
% |
|
|
10 |
|
|
23 |
|
5080 East Montclair Plaza Lane |
|
Montclair |
|
CA |
|
Mall |
|
|
|
|
174,700 |
|
|
|
0.0 |
% |
|
|
3 |
|
|
24 |
|
22550 Town Circle |
|
Moreno Valley |
|
CA |
|
Mall |
|
|
|
|
169,400 |
|
|
|
0.0 |
% |
|
|
11 |
|
|
25 |
|
6000 Mowry Avenue |
|
Newark |
|
CA |
|
Mall |
|
|
|
|
145,800 |
|
|
|
24.7 |
% |
|
|
10 |
|
|
26 |
|
12121 Victory Boulevard |
|
North Hollywood |
|
CA |
|
Shopping Center |
|
|
|
|
161,900 |
|
|
|
46.3 |
% |
|
|
4 |
|
|
27 |
|
72880 Highway 111 |
|
Palm Desert |
|
CA |
|
Mall |
|
|
|
|
136,500 |
|
|
|
21.1 |
% |
|
|
8 |
|
|
28 |
|
1855 Main Street |
|
Ramona |
|
CA |
|
Shopping Center |
|
|
|
|
107,500 |
|
|
|
13.7 |
% |
|
|
10 |
|
|
29 |
|
5261 Arlington Avenue |
|
Riverside |
|
CA |
|
Freestanding |
|
|
|
|
214,200 |
|
|
|
5.7 |
% |
|
|
19 |
|
|
30 |
|
3001 Iowa Avenue |
|
Riverside |
|
CA |
|
Freestanding |
|
|
|
|
132,600 |
|
|
|
28.7 |
% |
|
|
13 |
|
|
31 |
|
1191 Galleria Boulevard |
|
Roseville |
|
CA |
|
Mall |
|
|
|
|
136,200 |
|
|
|
88.0 |
% |
|
|
9 |
|
|
32 |
|
1700 North Main Street |
|
Salinas |
|
CA |
|
Mall |
|
|
|
|
132,900 |
|
|
|
24.2 |
% |
|
|
10 |
|
|
33 |
|
100 Inland Center |
|
San Bernardino |
|
CA |
|
Mall |
|
|
|
|
264,700 |
|
|
|
0.0 |
% |
|
|
22 |
|
|
34 |
|
1178 El Camino Real |
|
San Bruno |
|
CA |
|
Mall |
|
|
|
|
276,600 |
|
|
|
14.2 |
% |
|
|
13 |
|
|
35 |
|
2180 Tully Road |
|
San Jose |
|
CA |
|
Mall |
|
|
|
|
262,500 |
|
|
|
0.0 |
% |
|
|
22 |
|
|
36 |
|
200 Town Center East |
|
Santa Maria |
|
CA |
|
Mall |
|
|
|
|
108,600 |
|
|
|
0.0 |
% |
|
|
5 |
|
- 17 -
|
PROPERTY INFORMATION |
|
|
|
|
Wholly Owned Properties (cont’d)
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
Holdco |
|
Total |
|
|
|
|
|
|
Land |
|
||
|
|
|
Property Address |
|
City |
|
State |
|
Property Type (1) |
|
Master Lease (2) |
|
GLA (3) |
|
|
Leased (3) |
|
|
Acres |
|
|||
|
|
895 Faulkner Road |
|
Santa Paula |
|
CA |
|
Freestanding |
|
|
|
|
71,300 |
|
|
|
0.0 |
% |
|
|
10 |
|
|
|
38 |
|
40710 Winchester Road |
|
Temecula |
|
CA |
|
Mall |
|
|
|
|
120,100 |
|
|
|
40.5 |
% |
|
|
10 |
|
|
39 |
|
145 West Hillcrest Drive |
|
Thousand Oaks |
|
CA |
|
Shopping Center |
|
|
|
|
161,400 |
|
|
|
100.0 |
% |
|
|
11 |
|
|
40 |
|
3295 East Main Street |
|
Ventura |
|
CA |
|
Mall |
|
|
|
|
178,600 |
|
|
|
0.0 |
% |
|
|
2 |
|
|
41 |
|
1209 Plaza Drive |
|
West Covina |
|
CA |
|
Mall |
|
|
|
|
142,000 |
|
|
|
0.0 |
% |
|
|
16 |
|
|
42 |
|
100 Westminster Mall |
|
Westminster |
|
CA |
|
Mall |
|
|
|
|
197,900 |
|
|
|
0.0 |
% |
|
|
14 |
|
|
43 |
|
10785 West Colfax Avenue |
|
Lakewood |
|
CO |
|
Shopping Center |
|
|
|
|
153,000 |
|
|
|
7.8 |
% |
|
|
8 |
|
|
44 |
|
1400 East 104th Avenue |
|
Thornton |
|
CO |
|
Shopping Center |
|
|
|
|
203,000 |
|
|
|
30.4 |
% |
|
|
25 |
|
|
45 |
|
850 Hartford Turnpike |
|
Waterford |
|
CT |
|
Mall |
|
|
|
|
149,200 |
|
|
|
0.0 |
% |
|
|
11 |
|
|
46 |
|
19563 Coastal Highway |
|
Rehoboth Beach |
|
DE |
|
Freestanding |
|
|
|
|
118,300 |
|
|
|
44.9 |
% |
|
|
13 |
|
|
47 |
|
5900 Glades Road |
|
Boca Raton |
|
FL |
|
Mall |
|
|
|
|
178,500 |
|
|
|
2.4 |
% |
|
|
19 |
|
|
48 |
|
7350 Manatee Avenue West |
|
Bradenton |
|
FL |
|
Shopping Center |
|
|
|
|
82,900 |
|
|
|
60.2 |
% |
|
|
9 |
|
|
49 |
|
27001 U.S. 19 North |
|
Clearwater |
|
FL |
|
Mall |
|
|
|
|
211,300 |
|
|
|
41.5 |
% |
|
|
14 |
|
|
50 |
|
1625 Northwest 107th Avenue |
|
Doral |
|
FL |
|
Mall |
|
|
|
|
212,900 |
|
|
|
0.0 |
% |
|
|
13 |
|
|
51 |
|
4125 Cleveland Avenue |
|
Ft. Myers |
|
FL |
|
Mall |
|
|
|
|
146,800 |
|
|
|
0.0 |
% |
|
|
12 |
|
|
52 |
|
1675 West 49th Street |
|
Hialeah |
|
FL |
|
Mall |
|
|
|
|
206,700 |
|
|
|
39.7 |
% |
|
|
8 |
|
|
53 |
|
1460 West 49th Street |
|
Hialeah |
|
FL |
|
Freestanding |
|
|
|
|
106,300 |
|
|
|
100.0 |
% |
|
|
9 |
|
|
54 |
|
2211 West Vine Street |
|
Kissimmee |
|
FL |
|
Shopping Center |
|
|
|
|
140,400 |
|
|
|
41.6 |
% |
|
|
14 |
|
|
55 |
|
3800 US Highway 98 North |
|
Lakeland |
|
FL |
|
Mall |
|
|
|
|
156,200 |
|
|
|
0.0 |
% |
|
|
12 |
|
|
56 |
|
19505 Biscayne Boulevard |
|
Miami |
|
FL |
|
Mall |
|
|
|
|
215,400 |
|
|
|
51.8 |
% |
|
|
12 |
|
|
57 |
|
20701 Southwest 112th Avenue |
|
Miami |
|
FL |
|
Mall |
|
|
|
|
170,100 |
|
|
|
0.0 |
% |
|
|
15 |
|
|
58 |
|
10700 Biscayne Boulevard |
|
North Miami |
|
FL |
|
Freestanding |
|
|
|
|
125,400 |
|
|
|
100.0 |
% |
|
|
11 |
|
|
59 |
|
3100 Southwest College Road |
|
Ocala |
|
FL |
|
Mall |
|
|
|
|
146,200 |
|
|
|
0.0 |
% |
|
|
12 |
|
|
60 |
|
3111 East Colonial Drive |
|
Orlando |
|
FL |
|
Mall |
|
|
|
|
118,400 |
|
|
|
94.1 |
% |
|
|
18 |
|
|
61 |
|
733 North Highway 231 |
|
Panama City |
|
FL |
|
Mall |
|
|
|
|
139,300 |
|
|
|
0.0 |
% |
|
|
15 |
|
|
62 |
|
7171 North Davis Highway |
|
Pensacola |
|
FL |
|
Shopping Center |
|
|
|
|
122,100 |
|
|
|
89.2 |
% |
|
|
15 |
|
|
63 |
|
8000 West Broward Boulevard |
|
Plantation |
|
FL |
|
Mall |
|
|
|
|
184,400 |
|
|
|
81.9 |
% |
|
|
18 |
|
|
64 |
|
8201 South Tamiami Trail |
|
Sarasota |
|
FL |
|
Mall |
|
|
|
|
212,400 |
|
|
|
0.0 |
% |
|
|
15 |
|
|
65 |
|
4501 66th Street North |
|
St. Petersburg |
|
FL |
|
Freestanding |
|
|
|
|
113,800 |
|
|
|
86.8 |
% |
|
|
11 |
|
|
66 |
|
2300 Tyrone Boulevard North |
|
St. Petersburg |
|
FL |
|
Mall |
|
|
|
|
132,500 |
|
|
|
98.5 |
% |
|
|
14 |
|
|
67 |
|
7810 Abercorn Street |
|
Savannah |
|
GA |
|
Mall |
|
|
|
|
167,300 |
|
|
|
0.0 |
% |
|
|
15 |
|
|
68 |
|
500 North Nimitz Highway |
|
Honolulu |
|
HI |
|
Freestanding |
|
|
|
|
76,100 |
|
|
|
100.0 |
% |
|
|
4 |
|
|
69 |
|
4600 1st Avenue Northeast |
|
Cedar Rapids |
|
IA |
|
Mall |
|
|
|
|
146,000 |
|
|
|
0.0 |
% |
|
|
12 |
|
|
70 |
|
1405 South Grand Avenue |
|
Charles City |
|
IA |
|
Freestanding |
|
|
|
|
96,600 |
|
|
|
0.0 |
% |
|
|
11 |
|
|
71 |
|
2307 Superior Street |
|
Webster City |
|
IA |
|
Shopping Center |
|
|
|
|
40,800 |
|
|
|
0.0 |
% |
|
|
4 |
|
|
72 |
|
460 North Milwaukee Street |
|
Boise |
|
ID |
|
Mall |
|
|
|
|
123,600 |
|
|
|
0.0 |
% |
|
|
8 |
|
- 18 -
|
PROPERTY INFORMATION |
|
|
|
|
Wholly Owned Properties (cont’d)
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
Holdco |
|
Total |
|
|
|
|
|
|
Land |
|
||
|
|
|
Property Address |
|
City |
|
State |
|
Property Type (1) |
|
Master Lease (2) |
|
GLA (3) |
|
|
Leased (3) |
|
|
Acres |
|
|||
|
|
4730 West Irving Park Road |
|
Chicago |
|
IL |
|
Freestanding |
|
|
|
|
356,700 |
|
|
|
0.0 |
% |
|
|
6 |
|
|
|
74 |
|
1601 North Harlem Avenue |
|
Chicago |
|
IL |
|
Freestanding |
|
|
|
|
293,700 |
|
|
|
11.7 |
% |
|
|
7 |
|
|
75 |
|
5050 South Kedzie Avenue |
|
Chicago |
|
IL |
|
Shopping Center |
|
|
|
|
120,700 |
|
|
|
73.8 |
% |
|
|
9 |
|
|
76 |
|
3340 Mall Loop Drive |
|
Joliet |
|
IL |
|
Mall |
|
|
|
|
204,600 |
|
|
|
0.0 |
% |
|
|
17 |
|
|
77 |
|
2860 South Highland Avenue |
|
Lombard |
|
IL |
|
Freestanding |
|
|
|
|
139,300 |
|
|
|
100.0 |
% |
|
|
8 |
|
|
78 |
|
7503 West Cermak Road |
|
North Riverside |
|
IL |
|
Mall |
|
|
|
|
196,500 |
|
|
|
35.6 |
% |
|
|
13 |
|
|
79 |
|
2 Orland Square Drive |
|
Orland Park |
|
IL |
|
Mall |
|
|
|
|
140,000 |
|
|
|
32.8 |
% |
|
|
16 |
|
|
80 |
|
2500 Wabash Avenue |
|
Springfield |
|
IL |
|
Shopping Center |
|
|
|
|
119,500 |
|
|
|
86.2 |
% |
|
|
14 |
|
|
81 |
|
3231 Chicago Road |
|
Steger |
|
IL |
|
Freestanding |
|
|
|
|
87,400 |
|
|
|
0.0 |
% |
|
|
3 |
|
|
82 |
|
3101 Northview Drive |
|
Elkhart |
|
IN |
|
Shopping Center |
|
|
|
|
86,600 |
|
|
|
100.0 |
% |
|
|
8 |
|
|
83 |
|
4201 Coldwater Road |
|
Ft. Wayne |
|
IN |
|
Mall |
|
|
|
|
84,400 |
|
|
|
75.5 |
% |
|
|
15 |
|
|
84 |
|
101 West Lincoln Highway |
|
Merrillville |
|
IN |
|
Shopping Center |
|
|
|
|
170,900 |
|
|
|
87.1 |
% |
|
|
17 |
|
|
85 |
|
9701 Metcalf Avenue |
|
Overland Park |
|
KS |
|
Shopping Center |
|
|
|
|
215,000 |
|
|
|
5.6 |
% |
|
|
19 |
|
|
86 |
|
3010 Fort Campbell Boulevard |
|
Hopkinsville |
|
KY |
|
Shopping Center |
|
|
|
|
85,100 |
|
|
|
75.9 |
% |
|
|
13 |
|
|
87 |
|
5101 Hinkleville Road |
|
Paducah |
|
KY |
|
Mall |
|
|
|
|
97,300 |
|
|
|
68.7 |
% |
|
|
9 |
|
|
88 |
|
5715 Johnston Street |
|
Lafayette |
|
LA |
|
Mall |
|
|
|
|
194,900 |
|
|
|
0.0 |
% |
|
|
16 |
|
|
89 |
|
900 East Admiral Doyle Drive |
|
New Iberia |
|
LA |
|
Freestanding |
|
|
|
|
114,600 |
|
|
|
100.0 |
% |
|
|
12 |
|
|
90 |
|
200 Grossman Drive |
|
Braintree |
|
MA |
|
Shopping Center |
|
|
|
|
89,700 |
|
|
|
94.8 |
% |
|
|
34 |
|
|
91 |
|
1325 Broadway |
|
Saugus |
|
MA |
|
Mall |
|
|
|
|
210,700 |
|
|
|
47.5 |
% |
|
|
16 |
|
|
92 |
|
15700 Emerald Way |
|
Bowie |
|
MD |
|
Shopping Center |
|
|
|
|
130,500 |
|
|
|
17.2 |
% |
|
|
11 |
|
|
93 |
|
3207 Solomons Island Road |
|
Edgewater |
|
MD |
|
Shopping Center |
|
|
|
|
117,200 |
|
|
|
0.0 |
% |
|
|
14 |
|
|
94 |
|
417 Main Street |
|
Madawaska |
|
ME |
|
Shopping Center |
|
|
|
|
49,700 |
|
|
|
0.0 |
% |
|
|
2 |
|
|
95 |
|
2100 Southfield Road |
|
Lincoln Park |
|
MI |
|
Shopping Center |
|
|
|
|
301,700 |
|
|
|
22.8 |
% |
|
|
17 |
|
|
96 |
|
1560 US 31 South |
|
Manistee |
|
MI |
|
Shopping Center |
|
|
|
|
94,700 |
|
|
|
0.0 |
% |
|
|
12 |
|
|
97 |
|
32123 Gratiot Avenue |
|
Roseville |
|
MI |
|
Mall |
|
|
|
|
364,600 |
|
|
|
42.4 |
% |
|
|
21 |
|
|
98 |
|
2760 I-75 Business Spur |
|
Sault Sainte Marie |
|
MI |
|
Freestanding |
|
|
|
|
92,700 |
|
|
|
0.0 |
% |
|
|
11 |
|
|
99 |
|
300 West 14 Mile Road |
|
Troy |
|
MI |
|
Mall |
|
|
|
|
379,600 |
|
|
|
24.0 |
% |
|
|
30 |
|
|
100 |
|
3100 Washtenaw Road |
|
Ypsilanti |
|
MI |
|
Freestanding |
|
|
|
|
99,400 |
|
|
|
100.0 |
% |
|
|
12 |
|
|
101 |
|
14250 Buck Hill Road |
|
Burnsville |
|
MN |
|
Mall |
|
|
|
|
167,300 |
|
|
|
0.0 |
% |
|
|
15 |
|
|
102 |
|
3001 White Bear Avenue North |
|
Maplewood |
|
MN |
|
Mall |
|
|
|
|
175,000 |
|
|
|
0.0 |
% |
|
|
14 |
|
|
103 |
|
425 Rice Street |
|
St. Paul |
|
MN |
|
Freestanding |
|
|
|
|
217,900 |
|
|
|
0.0 |
% |
|
|
17 |
|
|
104 |
|
1 Flower Valley Shopping Center |
|
Florissant |
|
MO |
|
Shopping Center |
|
|
|
|
124,000 |
|
|
|
17.2 |
% |
|
|
11 |
|
|
105 |
|
2304 Missouri Boulevard |
|
Jefferson City |
|
MO |
|
Freestanding |
|
|
|
|
97,700 |
|
|
|
100.0 |
% |
|
|
10 |
|
|
106 |
|
3700 South Campbell Avenue |
|
Springfield |
|
MO |
|
Shopping Center |
|
|
|
|
112,900 |
|
|
|
100.0 |
% |
|
|
8 |
|
|
107 |
|
2308 Highway 45 North |
|
Columbus |
|
MS |
|
Shopping Center |
|
|
|
|
166,700 |
|
|
|
27.2 |
% |
|
|
18 |
|
|
108 |
|
1 South Tunnel Road |
|
Asheville |
|
NC |
|
Mall |
|
|
|
|
110,600 |
|
|
|
40.7 |
% |
|
|
16 |
|
- 19 -
|
PROPERTY INFORMATION |
|
|
|
|
Wholly Owned Properties (cont’d)
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
Holdco |
|
Total |
|
|
|
|
|
|
Land |
|
||
|
|
|
Property Address |
|
City |
|
State |
|
Property Type (1) |
|
Master Lease (2) |
|
GLA (3) |
|
|
Leased (3) |
|
|
Acres |
|
|||
|
|
1302 Bridford Parkway |
|
Greensboro |
|
NC |
|
Shopping Center |
|
|
|
|
178,500 |
|
|
|
78.4 |
% |
|
|
16 |
|
|
|
110 |
|
4700 2nd Avenue |
|
Kearney |
|
NE |
|
Freestanding |
|
|
|
|
64,900 |
|
|
|
100.0 |
% |
|
|
8 |
|
|
111 |
|
1500 South Willow Street |
|
Manchester |
|
NH |
|
Mall |
|
|
|
|
106,600 |
|
|
|
75.4 |
% |
|
|
11 |
|
|
112 |
|
310 Daniel Webster Highway |
|
Nashua |
|
NH |
|
Mall |
|
|
|
|
167,100 |
|
|
|
0.0 |
% |
|
|
7 |
|
|
113 |
|
50 Fox Run Road |
|
Portsmouth |
|
NH |
|
Mall |
|
|
|
|
127,100 |
|
|
|
0.0 |
% |
|
|
13 |
|
|
114 |
|
77 Rockingham Park Boulevard |
|
Salem |
|
NH |
|
Mall |
|
|
|
|
251,600 |
|
|
|
48.9 |
% |
|
|
14 |
|
|
115 |
|
1640 Route 22 |
|
Watchung |
|
NJ |
|
Freestanding |
|
|
|
|
116,400 |
|
|
|
99.3 |
% |
|
|
19 |
|
|
116 |
|
10405 South Eastern Avenue |
|
Henderson |
|
NV |
|
Shopping Center |
|
|
|
|
143,500 |
|
|
|
100.0 |
% |
|
|
12 |
|
|
117 |
|
4000 Meadows Lane |
|
Las Vegas |
|
NV |
|
Mall |
|
|
|
|
130,300 |
|
|
|
32.6 |
% |
|
|
11 |
|
|
118 |
|
5400 Meadowood Mall Circle |
|
Reno |
|
NV |
|
Mall |
|
|
|
|
162,700 |
|
|
|
25.4 |
% |
|
|
3 |
|
|
119 |
|
1425 Central Avenue |
|
Albany |
|
NY |
|
Mall |
|
|
|
|
277,900 |
|
|
|
27.6 |
% |
|
|
21 |
|
|
120 |
|
4155 State Route 31 |
|
Clay |
|
NY |
|
Mall |
|
|
|
|
146,500 |
|
|
|
0.0 |
% |
|
|
12 |
|
|
121 |
|
4000 Jericho Turnpike |
|
East Northport |
|
NY |
|
Shopping Center |
|
|
|
|
179,700 |
|
|
|
51.9 |
% |
|
|
18 |
|
|
122 |
|
195 North Broadway |
|
Hicksville |
|
NY |
|
Freestanding |
|
|
|
|
284,900 |
|
|
|
33.9 |
% |
|
|
30 |
|
|
123 |
|
2801 West State Street |
|
Olean |
|
NY |
|
Freestanding |
|
|
|
|
120,700 |
|
|
|
45.9 |
% |
|
|
13 |
|
|
124 |
|
317 Greece Ridge Center Drive |
|
Rochester |
|
NY |
|
Mall |
|
|
|
|
128,500 |
|
|
|
0.0 |
% |
|
|
15 |
|
|
125 |
|
171 Delaware Avenue |
|
Sidney |
|
NY |
|
Shopping Center |
|
|
|
|
94,400 |
|
|
|
0.0 |
% |
|
|
19 |
|
|
126 |
|
200 Eastview Mall |
|
Victor |
|
NY |
|
Mall |
|
|
|
|
119,600 |
|
|
|
100.0 |
% |
|
|
14 |
|
|
127 |
|
600 Lee Boulevard |
|
Yorktown Heights |
|
NY |
|
Mall |
|
|
|
|
160,000 |
|
|
|
24.1 |
% |
|
|
12 |
|
|
128 |
|
4100 Belden Village Avenue Northwest |
|
Canton |
|
OH |
|
Mall |
|
|
|
|
190,600 |
|
|
|
65.3 |
% |
|
|
19 |
|
|
129 |
|
2000 Brittain Road |
|
Chapel Hill |
|
OH |
|
Mall |
|
|
|
|
194,700 |
|
|
|
0.0 |
% |
|
|
21 |
|
|
130 |
|
2700 Miamisburg Centerville Road |
|
Dayton |
|
OH |
|
Mall |
|
|
|
|
180,200 |
|
|
|
7.4 |
% |
|
|
16 |
|
|
131 |
|
1005 East Columbus Street |
|
Kenton |
|
OH |
|
Freestanding |
|
|
|
|
96,100 |
|
|
|
0.0 |
% |
|
|
11 |
|
|
132 |
|
7875 Johnnycake Ridge Road |
|
Mentor |
|
OH |
|
Mall |
|
|
|
|
219,100 |
|
|
|
0.0 |
% |
|
|
20 |
|
|
133 |
|
6950 West 130th Street |
|
Middleburg Heights |
|
OH |
|
Shopping Center |
|
|
|
|
359,000 |
|
|
|
10.0 |
% |
|
|
15 |
|
|
134 |
|
3408 West Central Avenue |
|
Toledo |
|
OH |
|
Shopping Center |
|
|
|
|
218,700 |
|
|
|
0.0 |
% |
|
|
11 |
|
|
135 |
|
4400 South Western Avenue |
|
Oklahoma City |
|
OK |
|
Freestanding |
|
|
|
|
223,600 |
|
|
|
22.5 |
% |
|
|
24 |
|
|
136 |
|
1180 Southeast 82nd Avenue |
|
Happy Valley |
|
OR |
|
Mall |
|
|
|
|
144,300 |
|
|
|
31.2 |
% |
|
|
12 |
|
|
137 |
|
3975 Columbia Avenue |
|
Columbia |
|
PA |
|
Shopping Center |
|
|
|
|
86,700 |
|
|
|
0.0 |
% |
|
|
8 |
|
|
138 |
|
160 North Gulph Road (4) |
|
King Of Prussia |
|
PA |
|
Mall |
|
|
|
|
210,800 |
|
|
|
82.8 |
% |
|
|
14 |
|
|
139 |
|
1745 Quentin Road |
|
Lebanon |
|
PA |
|
Shopping Center |
|
|
|
|
117,200 |
|
|
|
0.0 |
% |
|
|
15 |
|
|
140 |
|
100 Cross Roads Plaza |
|
Mount Pleasant |
|
PA |
|
Shopping Center |
|
|
|
|
86,300 |
|
|
|
67.7 |
% |
|
|
10 |
|
|
141 |
|
400 North Best Avenue |
|
Walnutport |
|
PA |
|
Freestanding |
|
|
|
|
121,200 |
|
|
|
0.0 |
% |
|
|
16 |
|
|
142 |
|
PR 167 & Las Cumbres |
|
Bayamon |
|
PR |
|
Shopping Center |
|
X |
|
|
114,600 |
|
|
|
100.0 |
% |
|
|
10 |
|
|
143 |
|
400 Calle Betances |
|
Caguas |
|
PR |
|
Mall |
|
X |
|
|
138,700 |
|
|
|
100.0 |
% |
|
|
8 |
|
|
144 |
|
Plaza Carolina Station |
|
Carolina |
|
PR |
|
Mall |
|
X |
|
|
198,000 |
|
|
|
100.0 |
% |
|
|
11 |
|
- 20 -
|
PROPERTY INFORMATION |
|
|
|
|
Wholly Owned Properties (cont’d)
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
Holdco |
|
Total |
|
|
|
|
|
|
Land |
|
||
|
|
|
Property Address |
|
City |
|
State |
|
Property Type (1) |
|
Master Lease (2) |
|
GLA (3) |
|
|
Leased (3) |
|
|
Acres |
|
|||
|
|
Martinez Nadal Avenue |
|
Guaynabo |
|
PR |
|
Shopping Center |
|
|
|
|
225,600 |
|
|
|
66.6 |
% |
|
|
18 |
|
|
|
146 |
|
PR Road 2, Km 149.5 |
|
Mayaguez |
|
PR |
|
Shopping Center |
|
X |
|
|
118,200 |
|
|
|
100.0 |
% |
|
|
13 |
|
|
147 |
|
2643 Ponce Bypass |
|
Ponce |
|
PR |
|
Shopping Center |
|
|
|
|
126,900 |
|
|
|
0.0 |
% |
|
|
9 |
|
|
148 |
|
650 Bald Hill Road |
|
Warwick |
|
RI |
|
Shopping Center |
|
|
|
|
131,500 |
|
|
|
93.6 |
% |
|
|
20 |
|
|
149 |
|
3801B Clemson Boulevard |
|
Anderson |
|
SC |
|
Shopping Center |
|
|
|
|
119,300 |
|
|
|
100.0 |
% |
|
|
12 |
|
|
150 |
|
7801 Rivers Avenue |
|
Charleston |
|
SC |
|
Mall |
|
|
|
|
121,300 |
|
|
|
55.9 |
% |
|
|
14 |
|
|
151 |
|
2800 North Germantown Parkway |
|
Cordova |
|
TN |
|
Mall |
|
|
|
|
160,900 |
|
|
|
0.0 |
% |
|
|
12 |
|
|
152 |
|
4570 Poplar Avenue |
|
Memphis |
|
TN |
|
Freestanding |
|
|
|
|
112,700 |
|
|
|
87.7 |
% |
|
|
11 |
|
|
153 |
|
12625 North Interstate Highway 35 |
|
Austin |
|
TX |
|
Shopping Center |
|
|
|
|
52,700 |
|
|
|
100.0 |
% |
|
|
25 |
|
|
154 |
|
9484 Dyer Street |
|
El Paso |
|
TX |
|
Freestanding |
|
|
|
|
114,200 |
|
|
|
60.2 |
% |
|
|
11 |
|
|
155 |
|
300 Baybrook Mall |
|
Friendswood |
|
TX |
|
Mall |
|
|
|
|
166,000 |
|
|
|
0.0 |
% |
|
|
13 |
|
|
156 |
|
12605 North Gessner Road |
|
Houston |
|
TX |
|
Freestanding |
|
|
|
|
134,000 |
|
|
|
100.0 |
% |
|
|
11 |
|
|
157 |
|
6301 Northwest Loop 410 |
|
Ingram |
|
TX |
|
Mall |
|
|
|
|
168,400 |
|
|
|
0.0 |
% |
|
|
12 |
|
|
158 |
|
2501 Irving Mall |
|
Irving |
|
TX |
|
Mall |
|
|
|
|
92,000 |
|
|
|
83.5 |
% |
|
|
18 |
|
|
159 |
|
201 Central Park Mall |
|
San Antonio |
|
TX |
|
Freestanding |
|
|
|
|
164,200 |
|
|
|
96.1 |
% |
|
|
15 |
|
|
160 |
|
4000 North Shepherd |
|
Shepherd |
|
TX |
|
Freestanding |
|
|
|
|
201,700 |
|
|
|
0.0 |
% |
|
|
12 |
|
|
161 |
|
13131 Preston Road |
|
Valley View |
|
TX |
|
Mall |
|
|
|
|
235,000 |
|
|
|
22.4 |
% |
|
|
23 |
|
|
162 |
|
2010 North Main Street |
|
Layton |
|
UT |
|
Shopping Center |
|
|
|
|
176,800 |
|
|
|
84.8 |
% |
|
|
14 |
|
|
163 |
|
7453 South Plaza Center Drive |
|
West Jordan |
|
UT |
|
Shopping Center |
|
|
|
|
171,000 |
|
|
|
100.0 |
% |
|
|
12 |
|
|
164 |
|
5901 Duke Street |
|
Alexandria |
|
VA |
|
Mall |
|
|
|
|
262,100 |
|
|
|
0.0 |
% |
|
|
18 |
|
|
165 |
|
1401 Greenbrier Parkway |
|
Chesapeake |
|
VA |
|
Mall |
|
|
|
|
162,000 |
|
|
|
50.6 |
% |
|
|
15 |
|
|
166 |
|
12000 Fair Oaks Mall |
|
Fairfax |
|
VA |
|
Mall |
|
|
|
|
211,000 |
|
|
|
85.0 |
% |
|
|
15 |
|
|
167 |
|
4588 Virginia Beach Boulevard |
|
Virginia Beach |
|
VA |
|
Mall |
|
|
|
|
197,300 |
|
|
|
56.0 |
% |
|
|
14 |
|
|
168 |
|
141 West Lee Highway |
|
Warrenton |
|
VA |
|
Shopping Center |
|
|
|
|
75,500 |
|
|
|
82.4 |
% |
|
|
9 |
|
|
169 |
|
2200 148th Avenue Northeast |
|
Redmond |
|
WA |
|
Shopping Center |
|
|
|
|
230,700 |
|
|
|
0.0 |
% |
|
|
15 |
|
|
170 |
|
5200 South 76th Street |
|
Greendale |
|
WI |
|
Mall |
|
|
|
|
187,500 |
|
|
|
77.7 |
% |
|
|
21 |
|
|
171 |
|
53 West Towne Mall |
|
Madison |
|
WI |
|
Mall |
|
|
|
|
112,800 |
|
|
|
98.0 |
% |
|
|
18 |
|
|
|
|
Total - Wholly-Owned Properties |
|
|
|
|
|
|
|
|
27,121,600 |
|
|
|
35.6 |
% |
|
|
2,291 |
|
||
|
(1) |
Company classification. Mall properties are attached to regional malls; Shopping Center properties include properties attached, within or adjacent to neighborhood shopping or power centers, as well as freestanding properties. |
|
(2) |
Denotes property subject to the Holdco Master Lease after giving effect to the pending termination of the Holdco Master Lease at 12 properties. |
|
(3) |
Based on signed leases as of June 30, 2020. |
|
(4) |
Property is subject to a ground lease. |
- 21 -
|
DISCLOSURES |
|
|
|
|
The Company makes reference to NOI, Total NOI, FFO and Company FFO which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).
None of NOI, Total NOI, FFO or Company FFO, are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. Reconciliations of these measures to the respective GAAP measures we deem most comparable have been provided in this Supplemental Information package.
Net Operating Income ("NOI”), Total NOI and Annualized Total NOI
NOI is defined as income from property operations less property operating expenses. The Company believes NOI provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.
The Company also uses Total NOI, which includes its proportional share of unconsolidated properties. This form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s ownership of unconsolidated properties that are accounted for under GAAP using the equity method.
The Company also considers NOI and Total NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.
Funds From Operations ("FFO") and Company FFO
FFO is calculated in accordance with NAREIT which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets. The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.
The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and non-comparable items, such as termination fee income, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses, amortization of deferred financing costs and certain up-front-hiring costs, that it does not believe are representative of ongoing operating results.
- 22 -
|
DISCLOSURES |
|
|
|
|
This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: our historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; the litigation filed against us and other defendants in the Sears Holdings adversarial proceeding pending in bankruptcy court; Holdco’s termination and other rights under its master lease with us; competition in the real estate and retail industries; risks relating to our recapture and redevelopment activities; contingencies to the commencement of rent under leases; the terms of our indebtedness; restrictions with which we are required to comply in order to maintain REIT status and other legal requirements to which we are subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on our ability to fund operations and ongoing development; our ability to access or obtain sufficient sources of financing to fund our liquidity needs; our relatively limited history as an operating company; and the impact of the COVID-19 pandemic on the business of our tenants and our business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service our debt obligations and our ability to pay dividends and other distributions to our shareholders. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in our filings with the Securities and Exchange Commission, including the risk factors relating to Sears Holdings and Holdco. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.
- 23 -
Seritage Growth Properties
500 Fifth Avenue | New York, NY 10110
212-355-7800 | www.seritage.com